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Qualified Replacement definition

Qualified Replacement shall have the meaning set forth in Section 5.6.
Qualified Replacement is someone who, in the reasonable judgment of the Adviser, is a professional with credit investment experience.
Qualified Replacement means any Person designated by the Investor in a Designation Notice that (i) meets the Independence Standards but only if the failure to meet the Independence Standards would mean that the Company failed to have a majority of independent directors and (ii) completes the normal and customary background check and similar processes customary for appointments of directors of Nasdaq Stock Market listed companies, including completion of the D&O Questionnaire and the FINRA Questionnaire.

Examples of Qualified Replacement in a sentence

  • Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied.

  • The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense.

  • It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied.

  • CHEC shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Trustee, provide the Trustee with information set forth in the Schedule of Home Equity Loans with respect to such Qualified Replacement Mortgage.

  • For the avoidance of doubt, the Appraised Value of any Qualified Replacement Assets or Additional Collateral (other than any cash or Cash Equivalents) pledged by the Borrower or another Grantor that has not previously been included in an Appraisal shall be deemed to be zero until an Appraisal of such Qualified Replacement Assets or Additional Collateral has been delivered to the Administrative Agent.


More Definitions of Qualified Replacement

Qualified Replacement means a senior investment professional selected by the Adviser to replace a Key Executive upon the occurrence of a Key Person Event; provided that such replacement has been approved by either (a) a majority of the Company’s trustees who are not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of the Company or (b) the holders of a majority of the outstanding Common Shares, and upon either such approval, such selection will constitute a “Qualified Replacement.” Terms not defined herein shall have the same meaning as in the Prospectus. Now, therefore, the Company hereby agrees with the Distribution Manager as follows:
Qualified Replacement means (A) a person designated by the Purchaser who designated the person to be replaced (or by such Purchaser's designee) for which disclosures under Item 401(f) of Regulation S-K promulgated under the Securities Act (or any successor provision) for such person would not be required in the Company's SEC Documents, and who is consented to by the Company (which consent is not to be unreasonably withheld, delayed or conditioned) or (B) a person designated by the Purchaser who designated the person to be replaced who is reasonably agreed to by the Company.
Qualified Replacement means an individual who is selected and appointed by the Advisor to serve in a position as a Senior Executive Officer and who has such real estate investment management, property management, brokerage, acquisition or disposition experience and other qualifications as are consistent with the duties and responsibilities of such position.
Qualified Replacement means a senior investment professional selected by the Adviser and approved by either (i) a majority of the independent directors of the Company or (ii) the holders of a majority of the outstanding shares of the Company’s common stock.
Qualified Replacement is defined as a senior investment professional selected by the Adviser and approved by Xxxxxx Xxxxxxx Investment Management. “Required Involvement” means (x) with respect to each of Xxxxxxx X. Xxxxx, Xxxxxxx Xxx, Xxxxx Xxxx, Xxxx Xxxxxxxx, and Xxxxx Xxxxxxxxxx, being actively involved in and devoting sufficient time to the business and affairs of the Company and (y) with respect to Xxxxx X. Xxxxxx, devoting sufficient time to the business and affairs of Xxxxxx Xxxxxxx Private Credit & Equity, in each case, as deemed reasonably necessary by the Adviser. If a majority-in-interest of the then-outstanding units of the Company, voting together as a single class, vote in favor of the proposal to continue the Investment Period, the Investment Period shall be continued, and the members of the Company will be obligated to fund capital commitments as if a Key Person Event had never occurred. Otherwise, the Investment Period shall be deemed to have terminated as of the date of the Key Person Meeting. For the avoidance of doubt, upon termination of the Investment Period as a result of a Key Person Event, the Company may continue to draw down capital commitments to the extent set forth above in this Section 4.4.
Qualified Replacement shall have the meaning set forth in Section 5.6. “Remaining Capital Commitment” shall have the meaning set forth in Section 5.2. “Required Agent” shall mean any locally licensed intermediary or distributor required to market the Fund in particular jurisdictions. “Required Involvement” shall have the meaning set forth in Section 5.6. “Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. “Senior Advisor” shall mean any employee or non-employee senior advisor of the Adviser or its Affiliates, in each case only for so long as such Person is employed or engaged by the Adviser or its Affiliates. “Similar Law” shall mean any U.S. or non-U.S. federal, state, local, or other law or regulation that is similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code. “Specified Expenses” means all Fund Expenses incurred in the operation of the Fund with the exception of: (i) the management fee, (ii) any incentive fees, (iii) Organizational and Offering Expenses, (iv) placement fees, (v) interest on and fees and expenses arising out of all Fund Indebtedness and other financing, (vi) costs of any litigation and damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder engaged by the Fund or its Affiliates) and (vii) for the avoidance of doubt, if applicable, any investor level withholding or other taxes. “Specified Expenses Cap” shall mean an amount of Specified Expenses for any calendar year equal to (prorated for partial years and portions of years for which each applicable prong of the cap applies): (1) during the Closing Period, 0.40% of the greater of (A) $500 million and (B) actual Aggregate Committed Capital as of the end of such calendar year, (2) at the end of the Closing Period until the end of the Investment Period, 0.40% of aggregate Capital Commitments 10 and (3) after the end of the Investment Period, 0.40% of NAV. Further, if the actual Aggregate Committed Capital of the Fund at the end of the Closing Period is less than $500 million, the prong of the Specified Expenses Cap in clause (1) above will be retroactively adjusted to equal 0.40% of Aggregate Committed Capital at the end of the Closing Period. “Sponsor” shall have the meaning set forth in Section 5.2. “Sponsor Commitment” shall have t...